-1Grace woke up in a jolt. She realized she had spent the night at Karens without calling Will. Karen was sound asleep with her thumb in her mouth. Grace figured she was passed out to the point were she wouldn't wake up if she left. She slid out of the huge bed stealing one last look at Karen. She was so adorable with her thumb in her mouth.

"Will?" Grace said into the phone.

"Gracie?! Where are you. Oh my god I have been worried," Will sighed into the phone now knowing she was ok.

"Will, I need to talk to you about something. Serious. Without you getting all angry and judgmental and blah blah, ok?" Grace pled into the phone.

"Ok, I promise not to judge or blah blah ok Gracie whats going on the last week you have been so weird sneaking around. It scares me."

"I uh, have been seeing someone. Someone that is close to us." Grace walked into the bedroom again to glimpse at Karen.

"Ok, Rob again? What tell me I need to know" Will plead with her.

"No its not rob. Its, um, kar..en." Grace said it soo quietly she could barley hear herself.

"Kaden. I don't know a kad… WHAT KAREN!? As in Karen Walker. Drunky McDunk? WHA? Ok no not being judgmental, so how did this start?" Will was soo confused with this. Gracie and Karen, how could this work?

"Well uh, we both just needed some girl night you remember right? And it turned into well girls night x rated. And we just realized we have this strong attraction. Will I can be my normal self to her and she still loves me. We walk around insulting each other and talking about things and blah bah and we still have mind blowing sex and shes so much more amazing then I ever thought." Grace gushed.

"Honey, I am so glad you found your own dysfunctional relationship," Will beemed joyfully for her and smiled.

Grace sensed his smile through the phone. "Thanks Will, wow I never thought you would be this understanding." Grace thought for a moment, "Shit, Jack told you didn't he?"

"Yeah, Gracie he did. HAHA, don't worry about it he felt he had to so I knew why you were all weird acting."

"well, don't tell Karen, Jack told you. She trusted him one hundred percent. Ok?" Grace felt so bad.

"Oh honey, yes of course I know. Now you go wake that drunk whore up and have your beasty way with her," Will snickered.

"Bye Fatty," Grace pressed the button.

She walked back into the bedroom from the bathroom. Karen sat up in bed with reading glasses on reading the side effects of a new medication it looked like. Grace laughed, even though she knew Karen was slowing killing herself, she totally trusted that Karen wouldn't over do the drugs. Grace couldn't force her to stop because it was who Karen was. And she had to accept her no matter what.

Karen looked up, "What honey, do I have a booger or vomit on me somewhere?" Karen sounded worried.

"No, just admiring you. Your soo HOTT," Grace said leaning her head up against the door way.

Karen patted the bed next to her, "Honey come here for a second."

"What is It doodle puff?" Grace said trying to find a new nick name for her.

"Well, red, I just wanted to say, I love ya and stuff," Karen got all teary and giggly.

"Well doodle, good to know because I love ya and stuff too. Now lets get dressed and get out of here and do something super fabulous today!" Grace ran into the bathroom.

"Oh, honey, I get the shower!" Karen screamed as she heard the shower turn on. She fell out of bed and stumbled and ran her karen like way to the bathroom.

"You can join me. No sex just a nice innocent shower together like you and Jack do." Grace said grasping Karens hand.

"Oh honey, I don't know. You turn me on to easily. Jack it takes some work for him to get me crankin," Karen laughed.

"Here let me help you,," Grace said and squirted shampoo into Karens hair. She started to lather and just then Karen reached out and started tickling her tummy.

"Tickle tickle," Karen giggled and kept tickling. She got soap in her eye but she didn't care anything to hear her Gracie laugh.

They both were on the floor of the shower they were just sitting there laughing so hard and washing each other. They didn't feel the need to continue into sex. This for both of them was sexy enough to hold them over. They held each other and just breathed in the steam from the shower.

Grace took Karens face in her hand "Honey, kiss me," Grace said imitating Karen.

"Red, darling," Karen said standing up. "We are gunna go see Will and Jackie, get up and get dressed you whore." Karen stepped out of the shower with a bounce in her step. Everything was falling into place for her. She had her Jackie. She had her Wilma, and she had her love of her life. Gracie.

"Come on Gracie, Hurry it up!" Karen yelled back at the shower where Grace was still sitting at the bottom.

Karen stuck her head in to look at her, "Gracie, I love you." She turned and walked away. Grace figured it was time to get out.

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3 weeks later

"Hey Kare, Who's you daddy?" Jack said entering Grace Adler Designes. Grace was gone for the day and it was just Karen hanging around the office.

"You are poodle," She said absent mindedly filing her nails.

"Hey Kare, were is that red headed jew girl you work with?" Jack asked laughing. He thought he was soo funny.

"Eh, out somewhere.. Screwing something. I don't know. Wherever she is Jackie shes not here. I wasn't paying attention. Oh, but oh my god, tonight is our anniversary. Jackie I am so excited!" Karen said jumping up from her desk.

"Oh my god Karen. One whole month with Grace? That's so exciting." Jack grabbed her hands and jumped up and down with her. He stopped abruptly putting his hands out.

"GWAH!?" Karen gasped, "What is it, what is it honey. Tell me?"

"You have to plan something romantic. I mean super romantic. You can't have a bubble bath and martini's that's like every Tuesday and Thursday with me." Jack said scratching his head.

"OH honey, what do I do? I mean what if she has something planned…" Karen looked confused.

"Doubt it, its Grace. Shes cheap remember. Gosh Karen you dont know anything." Jack said holding her hand in his.

"Jackie what do I do. This is soo hard, I have never dated this way before." Karen said looking like a complete child.

"Well buy her roses or something, umm make the bed with roses or something, cook her dinner or something. Then sex her up until she falls over." Jack said with a big smile.

"Oh, Jackie your so smart," Karen said jumping up and down.

"Its beautiful. Gosh Kare I love your boobies." Jack said leaning in rubbing his face in them.

"Thanks poodle. They are great arent they." She said turning to the mirror to admire them.

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Later that night

Grace walked into the manse she noticed candles leading up the stairs. She forgot about their anniversary. She was soo happy that Karen remembered. She didn't have a gift for her. Then she thought what the hell would she buy Karen anyway she has everything plus she owns half of Mexico.

Grace slowly slinked her way up to Karens bedroom. She pushed open the door. At first she didn't see where Karen was. Then she looked out onto the terrace and there she was sipping on a martini staring at the full moon in the sky. She snuck up behind her and put her arms around her shoulders. Karen jumped at first the smelled her hair and relaxed into Graces arms.

"Happy Anniversary , Honey!" Karen said jumping up from her chair setting her martini down and clapping her hands like a hyper chipmunk.

"Yeah," Grace kissed her hyperactive lips and held them against hers for the longest time. The kiss was deep and passionate. Grace held her in her arms looking into her big eyes.

"Oh, um, wow.." Karen said blushing from the intensity. "Honey , Look! I cooked us some dinner!" Karen said motioning to the table.

Grace looked at it. It looked disgusting. She looked up at Karen. She felt so bad that she did all this for her and she didn't want it.

"Ok, so the meal isn't the best, but honey you still get desert. HELLO ME!" Karen said after Grace flinched a bit.

"Let me get the chocolate and they whipped cream honey. I will be right back!" Karen jumped and did a little kick and ran into the bathroom.

"Holy what ma hold on. Chocolate and whipped cream? What are ….." Before Grace could finish Karen shoved her finger into her mouth. Her finger was drenched in chocolate.

"See honey it can be sexy." Karen said seductively.

"Oh my god Karen. How did you think of this?" Grace said walking into the bathroom. It had a chocolate fondue station and cans of ready whip everywhere and flower pedals on the floor and a small sitting couch in the middle of the room with strawberries on a plate in the middle. Grace grabbed her chest this was so hott.

"I was married for awhile Gracie. Stan and I did celebrate things together. I know I always seemed uninterested. But when I would come home to this sight I couldn't help but make love to him willingly. Of course I got a lot out of it when I did have sex with him," She giggled and her eyes drifted away.

Grace shoved a finger full of chocolate and whipped cream into her mouth. Karen sucked on her finger a bit and then lead it down her chin and her neck to her cleavage and finally she cupped Graces hand around her breast. Grace stared into her eyes. They were big and beautiful.

"Oh. Yum" Karen finally said as she layed down on the bed giving a seductive stare to Grace. She shoved a strawberry into her mouth.

Grace leaned over her body breathing in her scent. She took off her jacket and blouse herself just straddling Karen so she couldn't get away. She looked down at Karen she was wearing a slinky black dress. Grace slid the straps off her shoulders and pulled the dress down past her two perfect breasts. They moved up and down with the rapid breathing of their owner.

Grace got up and sliped the dress all the way off her body and undid her own pants and layed back down on the weak and panting Karen. Grace couldn't help but laugh because she hadn't even started anything and Karen was going like the energizer bunny .

She kiss karens lips hard and passionate she felt Karen start to shake a little. She moved down her body with her kisses placing her hands on her breasts. She slid down onto the floor she was staring at Karens wet center. Her mouth met her clit and she started sucking. Karen let out a moan. This turned Grace on even more.

Grace shoved two fingers into her as she continued sucking. With her free hand she caressed her left thigh. It was soo smooth. She picked up the pace.

"GWAH! G. g. Grace … RIGHT THERE. FASTER Oh. My …. GWAH!" Karen had her hands over her face and her face was scrunched in pleasure.

Grace loved how she started shouting during sex. She hated it when she was so quiet. She kept shoving her fingers in and out hooking them sometimes and bitting her clit once in awhile. Finally karens thighs tensed up and she screamed out her release and let her arms collapse to the side.

Karen was shaking trying to regain her strength. She knew she had to return the favor to Grace in just a few moments. She took a deep breath and sat up.

"Come here Gracie," Karen said pulling her into her body and flipping her onto her back. She kissed her deeply and looked down at Grace.

"Here is more of those punishments I promised you." Karen said forcefully.

Karen sucked on her neck and bit her and made her way down to her right nipple. She bit as hard as she could without hurting Grace. And she sucked on it for a moment while playing with her other with her hand. She moved her right hand down to Graces wet center and started to rub as she placed harsh kisses upon her naked body.

Karen made her way down she dived right in. She pushed her tongue into Graces wet vagina and wiggled it around. She loved tasting her. She pushed her tongue in and out in a fast even pace. She replaced her tongue with her fingers and started to bit at her clit. Grace let out a scream. She never felt so good.

Karen continued to do this. She sped up the pace of her tongue and her fingers. Grace was just about to her climax and Karen pulled out her fingers. She loved teasing Grace. It drug out the sex so she could enjoy what Grace tasted like. Once she felt her calm down just a bit she started at the same pace she left off as still biting away at her clit with her teeth.

"Kare KARE RIGHT GO DON'T STOP THIS TIME YOU BITCH. GO RIGht. AH!" Grace finally reached her climax and curled her tose up and after a few moments she to let her arms fall to her side and laid there trying to regain her strength.

Karen climbed on top of her naked body and laid hers gently down. Grace loved it when Karen layed on top of her it made her feel good inside.

"Gracie, I love you." Karen whispered as she started to kiss her. Grace reached down and started to rub Karens clit again at the same moment Karen reached for Graces.

They never tried this before. They rubbed fast and hard. Both of them screamed their release within seconds of each other. It was great finally to yell out their pleasure together for once.

Grace brushed Karens sweat soaked hair away from her face. And looked at her. She was gorgeous. Everything Grace wanted.

Karen studied Grace wondering what she was thinking about she reached up and just as she was about to kiss her the door swung open.

"OH MY Gah!" Jack yelled covering his eyes.

"Jackie, what the hell?!" Karen screamed reaching for a rob to hand to Grace and one for herself.

"Wow you two sure had sex there and we walked in on it. Jack why is everything wasted on us?" Will said jokingly covering his eye.

"You can look," Karen said crossing her eyes in disappointment and a sigh of anger.

"What are you guys doing here? You know its our anniversary!" Grace said striding past both men into the bedroom.

"Well, Rosario phoned and said it sounded like you two weren't having any fun up here and to come over to see if we could cheer you up." Jack said playing with Karens boob inside her robe.

This didn't phase Karen, Will or Grace they were used to Jack being curious about womens bodies. It was own sick fascination

"Oh poodle, you knew I was planning all this sexing up. YOU HELPED ME YOU DOG!" Karen said standing there letting Jack continue massaging her breast. It was sickly arousing.

Grace was out on the terrace now looking up at the sky. She turned around abruptly sensing someone behind her. It was Will. She smiled and motioned for him to join her. He wrapped his arms around her and kissed her forehead.

"Darling I am sorry for walking in. We heard screams but we thought you guys might be fighting." Will said swaying her back and forth.

"Lets dance, Will. We havn't done that forever. I need to celebrate this with you. it's a big deal for me to be a month into my lesbianity." She giggled as she wrapped her arms around Wills neck. They stood there and swayed.

Back in the bathroom Jack and untied her robe a little bit staring at her chest. Karen was panting heavily she looked at Jack. She knew she couldn't do this to Grace but she was just to turned on she needed something or someone. She grabbed Jackie by his collar and shoved her tongue into his mouth.